The cash infusion comes as the company is laboring to right itself fiscally.
Just two weeks ago, MarchFirst, created by the merger of
consultancies Whittman-Hart and USWeb/CKS, said it expects to miss
fourth-quarter profit targets. The company in November eliminated about
1,000 jobs, or 10 percent of its work force, as part of a restructuring
program to save approximately $100 million annually beginning next year.

The company recently disclosed in a filing with the Securities and Exchange
Commission that it needed to secure about $100 million in financing until
early 2001 to remain afloat. Software giant Microsoft, already an investor
in the company, gave MarchFirst a $12 million, interest-free loan in April.

The entire Internet consulting market has been battling difficult times as
the demand for Web development and Internet strategies has shifted focus away from
cash-strapped dot-coms toward more established businesses. Though the latter
consulting engagements are thought to be more lucrative, analysts have said
projects will take longer to complete and thus, companies won't see revenue
immediately.

Under the terms of the agreement between MarchFirst and Francisco Partners, the equity firm will buy a total of 150,000 convertible, preferred
MarchFirst shares for $1,000 each. About 63,053 shares will be convertible
at any time into shares of MarchFirst common stock at a price of $2 per
share. In total, Francisco Partners said, after all additional shares have
been converted, it will own approximately 32 percent of MarchFirst
outstanding shares of common stock, based on the number currently
outstanding.

"Despite the recent market gyrations, we believe strongly in the attractive,
long-term fundamentals of the e-services sector," Francisco Partners
co-founder Neil Garfinkel said in a statement.

MarchFirst, which has seen its shares trade below $2 per share, said it expects the transaction to close before the end of the year. Francisco
Partners said it has committed to providing the company with $25 million in
interim financing pending the closing of the transaction, which is subject
to customary conditions and regulatory approval.

In conjunction with the finalization of the deal, Francisco Partners
co-founders Garfinkel and David Stanton are expected to join MarchFirst's
board.